Dividend Reinvestment Plan
20 October 2017
NZX
ASX
Introduction of Dividend Reinvestment Plan
Restaurant Brands New Zealand is pleased to advise that it has implemented a dividend
reinvestment plan, under which shareholders may elect to reinvest all or part of their cash
dividends in additional Restaurant Brands shares (the DRP). Details of the DRP are set out
in the attached Dividend Reinvestment Plan Offer Document.
Copies of the Dividend Reinvestment Pan Offer Document and instructions for participating
in the DRP have today been sent to shareholders.
The DRP provides an easy and convenient way for shareholders to increase their
investment in Restaurant Brands without incurring brokerage fees. The DRP is optional and
is open to all shareholders who have a registered address in New Zealand or Australia.
Shareholders who wish to participate in the DRP in relation to the interim dividend
announced on 19 October 2017 will need to complete and submit the Participation Form
enclosed in the Dividend Reinvestment Plan Offer Document by 5:00pm New Zealand time
on 10 November 2017.
For further information, please contact:
Grant Ellis
Company Secretary
09 525 8700
RESTAURANT BRANDS NEW ZEALAND LIMITED
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DIVIDEND
REINVESTMENT
PLAN OFFER
DOCUMENT
RESTAURANT BRANDS
NEW ZEALAND LIMITED
This is an important document. If you do not understand it, or
if have any questions in relation to the Dividend Reinvestment
Plan or how to act, please contact your financial adviser.
B
Dear Shareholder
Your Board is focused on increasing value for
shareholders. The Restaurant Brands Dividend
Reinvestment Plan provides an easy and convenient
way for you to increase your investment in
Restaurant Brands without any brokerage fees.
Under the Plan you can decide whether to reinvest
all, part or none of your cash dividends in additional
Restaurant Brands shares.
This Offer Document explains how the Plan works
so that you can decide whether or not you would like
to participate. Participation in the Plan is optional
so if you decide not to participate, you do not need
to do anything and you will continue to receive all
future dividends as cash. If you change your mind
regarding participation you can elect to join the
Plan at any time.
Your Board expects to issue new shares under the
Plan at the market price at the time of issue, but has
the flexibility to issue shares at a discount. For the
latest dividend information and to see if a discount
currently applies go to www.restaurantbrands.co.nz.
The Plan is flexible so you can choose your level of
participation according to your own circumstances
and investment goals. Full details are set out in
the Terms and Conditions contained in this
Offer Document.
Please read the information in this Offer Document
carefully. You should consult your own financial
adviser if you have any questions.
Yours faithfully
Ted van Arkel
Chairman
Dividend Reinvestment Plan Offer Document
01
CONTENTS
01 Letter to Shareholders
02 Questions and Answers
07 Terms and Conditions
20 Glossary
21 Directory
1. What is the Restaurant Brands
Dividend Reinvestment Plan?
The Restaurant Brands New Zealand Limited
Dividend Reinvestment Plan (the “Plan”) gives
you, as a Shareholder in Restaurant Brands
New Zealand Limited (“Restaurant Brands”),
the opportunity to reinvest the net proceeds
of cash dividends payable on your fully paid
ordinary shares (“Shares”) in additional Shares.
This provides a convenient method for you to
increase your investment in Restaurant Brands
free of brokerage charges.
2. Am I eligible to participate?
As at the date of this Offer Document, the Plan
is only available to holders of Shares who have
a New Zealand or Australian address on the
Restaurant Brands Share register.
However, if you hold any Shares over which
Restaurant Brands has a lien or charge, those
Shares will not be eligible to participate in
the Plan.
3. How do I participate in the Plan?
Once you have read this Offer Document you
can elect to participate at any time by making
an election online at www.investorcentre.com/nz.
Alternatively, you can send a completed
Participation Form to Computershare Investor
Services, at the address details set out in
the Directory.
Q&A
4. What options do I have regarding
participating in the Plan?
Participation in the Plan is optional. If you wish
to participate in the Plan, you may elect one of
the following:
(a) Full participation
Full participation means that all of your
Shares (including all Shares held both now
and any Shares acquired in the future,
including where issued or transferred to
you under the Plan) will participate in
the Plan for all future dividends to which
the Plan applies (unless you vary your
participation in the Plan in accordance with
the Terms and Conditions of the Plan).
(b) Partial participation
Partial participation means that the number
of Shares nominated by you will participate
in the Plan for all future dividends to which
the Plan applies (unless you vary your
participation in the Plan in accordance with
the Terms and Conditions of the Plan).
You will continue to receive in cash any dividend
on any of your Shares which do not participate in
the Plan. If you do not wish to participate in the
Plan, you are not required to do anything. You will
continue to receive in cash any dividends paid on
all of your Shares.
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5. What if I change my mind?
You can join the Plan, vary your participation
or withdraw from the Plan at any time
online at www.investorcentre.com/nz or
by sending a completed Participation Form
to Computershare Investor Services.
Participation Forms are available online
or from Computershare Investor Services
on request.
A variation or withdrawal will be effective
from the first Record Date after you notify
Computershare Investor Services.
6. How much does it cost?
Participation in the Plan is free and provides
you with the ability to acquire additional Shares
in Restaurant Brands free of any brokerage,
commission or other transaction costs.
7. What price will I pay?
The price of Shares is based upon the arithmetic
average of the daily volume weighted average
sale price (rounded to the nearest cent) of all
Restaurant Brands Shares sold through the
NZX Main Board (excluding special trades)
during a period of not more than 10 trading
days, as determined by the Board. This period
will begin two trading days after the relevant
dividend record date or any other date, as
determined by the Board. The Share price may
be subject to a discount set by the Board from
time to time.
The length of the period during which the price
for Shares is set, the first day of that period
and the discount, if any, will be announced by
Restaurant Brands to Shareholders at the
same time the dividend is announced for the
relevant period.
8. If I elected to participate in
Restaurant Brands’ previous dividend
reinvestment plan, does that election
apply to the Plan?
No. Restaurant Brands previously operated a
dividend reinvestment plan under an offer
document dated 2 February 2001. That plan
last operated in 2004.
If you elected to participate in the previous
dividend reinvestment plan, your election will
not apply in respect of the Plan. If you wish
to participate in the Plan, you must elect to do
so in accordance with this Offer Document.
9. Can the Plan be changed in the
future?
Yes. The Restaurant Brands Board may change,
suspend or cancel the Plan at its sole discretion.
If that occurs, notice will usually be given
through the NZX and ASX.
If Restaurant Brands changes the Plan, those
changes will not affect any Shares issued to you
under the Plan prior to the change.
10. How do the Shares rank and can
I sell them?
Shares issued or transferred to you under the
Plan will rank equally in all respects with
existing Shares. You can sell shares issued
or transferred to you under the Plan.
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11. Are there any tax implications?
For New Zealand and Australian income tax
purposes, dividends reinvested in Shares under
a dividend reinvestment plan are generally
treated in the same manner as a cash dividend.
Restaurant Brands will provide details of the
amount of the dividend, taxes withheld and
credits available so that you can complete your
tax returns. More information is set out in
paragraph 19 of the Terms and Conditions.
You should contact your professional tax
adviser for information about your specific
circumstances.
12. What is Restaurant Brands’ dividend
policy?
The Board of Directors of Restaurant Brands
will consider whether to pay a dividend, and
the amount or timing of any such dividend, in
respect of each relevant financial year having
regard to all relevant factors, including financial
performance, cash flow, capital requirements
and the availability of imputation credits.
The payment of dividends is not guaranteed
by Restaurant Brands and Restaurant Brands’
dividend policy may change from time to time.
TERMS AND
CONDITIONS
1. Introduction
1.1 The Terms and Conditions of the Restaurant Brands
New Zealand Limited (“Restaurant Brands”) Dividend
Reinvestment Plan (the “Plan”) are set out below.
1.2 Under the Plan, holders of fully paid ordinary shares in
Restaurant Brands (“Shares”) may elect to reinvest the
net proceeds of cash dividends paid on all or any of
their Shares in Restaurant Brands by acquiring further
Shares in Restaurant Brands (“Additional Shares”).
1.3 This Offer Document is issued in compliance with the
exclusion for dividend reinvestment plans contained in
Schedule 1 to the Financial Markets Conduct Act 2013
and the Financial Markets Conduct Regulations 2014.
Accordingly, no product disclosure statement is
required in respect of the Plan.
1.4 This Offer Document replaces the dividend
reinvestment plan offer document dated 2 February
2001 (“Previous DRP”) and has been prepared as at
17 October 2017. If you elected to participate in the
Previous DRP your election will not apply in respect
of the Plan. If you wish to participate in the Plan,
you must elect to do so in accordance with these
Terms and Conditions.
1.5 Capitalised terms used in these Terms and Conditions
have the meanings set out in the Glossary.
1.6 The Questions and Answers section of this Offer
Document set out summary answers to key questions.
If there is any inconsistency between the Questions
and Answers and these Terms and Conditions, the
Terms and Conditions will prevail.
2. Participation in the Plan
Subject to paragraph 4.1, Restaurant Brands offers to all
Shareholders the right to elect to participate in the Plan.
However, if you hold any Shares over which Restaurant
Brands has a lien or charge, those Shares will not be
eligible to participate in the Plan.
3. Options available to you
3.1 You may elect to participate in the Plan by exercising
one of the following options:
(a) Full participation: If you elect full participation,
participation in the Plan will apply to all Shares
registered in your name on each relevant
Record Date.
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(b) Partial participation: If you elect partial
participation, only the number of Shares
nominated by you will participate in the Plan.
If you nominate a number of Shares in excess
of the number of Shares held by you, your
application will be deemed to be an application
for full participation.
3.2 If you do not wish to participate in the Plan, you are
not required to do anything. You will continue to
automatically receive in cash any dividends paid on
all of your Shares.
4. Application of the Plan to
overseas shareholders
Participation in the Plan by Shareholders outside
of New Zealand or Australia
4.1 Restaurant Brands may, in its absolute discretion, elect
not to offer participation under the Plan to Shareholders
whose address on Restaurant Brands’ Share register
is outside New Zealand or Australia if Restaurant Brands
considers that to do so would risk breaching the laws
of any relevant jurisdiction outside of New Zealand or
Australia and it would be unduly onerous to ensure
compliance with the laws of that jurisdiction.
4.2 As at the date of this Offer Document, the Board of
Directors of Restaurant Brands (“Board”) has elected
not to offer participation in the Plan to Shareholders
whose address on Restaurant Brands’ Share register
is outside New Zealand or Australia. The Board may
change this policy at its sole discretion.
Information for Australian Shareholders
4.3 The offer of securities under the Plan does not
need disclosure for the purposes of section 708 of
the Corporations Act 2001 (Cth). Accordingly, this
Offer Document will not be lodged with the Australian
Securities and Investments Commission (“ASIC”).
4.4 If you are resident in Australia, please note that
Restaurant Brands is not licensed to provide financial
product advice in relation to the securities offered
under the Plan. There is no cooling-off regime that
applies in respect of your acquisition of securities
offered under the Plan. This Offer Document does not
take into account your personal objectives, financial
situation or needs. You should consider obtaining your
own financial product advice in relation to the proposed
offer from an independent person who is licensed by
ASIC to give such advice.
Representations and warranties from overseas
Shareholders
4.5 If you are not resident in New Zealand or Australia
and you apply to participate in the Plan, you represent
and warrant to Restaurant Brands that the offer of
Shares under the Plan to you, and your participation in
the Plan, does not breach any laws in your country
of residence.
4.6 If you are not resident in New Zealand or Australia and
you hold Shares through a New Zealand or Australian
resident nominee:
(a) you must not allow your nominee to participate in
the Plan if participation in respect of your Shares
would breach any laws of your country of
residence; and
(b) if you elect to participate in the Plan through
your nominee, you are deemed to represent
and warrant to Restaurant Brands that you
can lawfully participate in the Plan through
your nominee.
4.7 Restaurant Brands accepts no responsibility for
determining whether you or any other Shareholder is
able to participate in the Plan under laws applicable
outside of New Zealand or Australia.
5. How to participate in the Plan
5.1 To participate in the Plan you must make a
“Participation Election” in one of the following ways:
(a) Online Election: By visiting the website of
Restaurant Brands’ Share registrar Computershare
Investor Services Limited (“Registrar”) at
www.investorcentre.com/nz.
(b) Participation Form: Complete the Participation
Form in accordance with the instructions on
that form, and send the completed Participation
Form to:
By post: Computershare Investor Services
Private Bag 92119
Auckland 1142
By email: drp@computershare.co.nz
or to such other person or address as
Restaurant Brands may determine
(as announced by Restaurant Brands
to NZX and ASX).
5.2 Subject to these Terms and Conditions, you can make
an election at any time while the Plan is in effect.
You can at any time download the Participation Form
and Offer Document from the Restaurant Brands
website at www.restaurantbrands.co.nz or request
a Participation Form and Offer Document from
the Registrar.
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5.3 Restaurant Brands may accept or reject a Participation
Election that is not properly completed or, where
applicable, signed, and correct any error in, or omission
from, a Participation Election. A Participation Election
that is accepted (including after the correction of any
error or omission) under this paragraph 5.3 will be
treated as being correctly completed for the purposes
of these Terms and Conditions.
5.4 You must provide a separate Participation Election
in respect of each holding of Shares identified by
a separate holder number or common shareholder
number that you wish to participate in the Plan.
6. When your participation becomes effective
6.1 The record date for determining entitlements under
the Plan is 5.00pm New Zealand time on the date fixed
by Restaurant Brands for determining entitlements to
a dividend (“Record Date”).
6.2 Your participation in the Plan will be effective as to
dividends payable from the first Record Date after
receipt by the Registrar of a properly completed
Participation Election.
6.3 Any Participation Election received after 5.00pm
New Zealand time on a Record Date will be effective
only from the next following dividend.
6.4 Your participation in the Plan will continue for all future
dividends to which the Plan applies in accordance
with these Terms and Conditions, unless you vary your
participation in the Plan in accordance with these
Terms and Conditions.
7. How Restaurant Brands determines your
level of participation in the Plan
7.1 You may in your Participation Election elect full
participation, or partial participation, in the Plan,
on the basis set out in paragraph 2.
7.2 If your Participation Election does not indicate your
level of participation or indicates a level of participation
which is more than the number of Shares that you
hold but is otherwise correctly completed, you will be
deemed to have applied for full participation in the Plan.
7.3 If you elect partial participation in the Plan and the
number of Shares held by you on a relevant Record
Date is less than the number of Shares specified in your
Participation Election, then you will participate in the
Plan only in respect of that lesser number of Shares.
7.4 You may vary the extent of your participation in the
Plan in accordance with these Terms and Conditions.
8. Your direction to Restaurant Brands
8.1 Your “Participating Shares” are the Shares held by you
(registered in your name on the Share register) in
respect of which you have validly elected to participate
in the Plan on a Record Date, subject to paragraph 7.
8.2 By electing to participate in the Plan, you direct
Restaurant Brands to apply the net proceeds of any
cash dividend payable or credited on the Participating
Shares held by you on each relevant Record Date as
payment for Additional Shares to be issued or
transferred to you under the Plan. The number of
Additional Shares to be issued or transferred to you
will be calculated in accordance with paragraph 9.
8.3 Your direction in paragraph 8.2 will:
(a) continue unless and until you terminate or vary
your participation in the Plan, or Restaurant
Brands terminates your participation in the Plan,
in accordance with these Terms and Conditions;
(b) not apply during any suspension of the Plan by
Restaurant Brands.
8.4 If you vary your participation in the Plan in accordance
with these Terms and Conditions, your direction in
paragraph 8.2 will apply in respect of your varied
number of Participating Shares.
9. Your entitlement to Additional Shares
Formula for calculation of Additional Shares
9.1 If you elect to participate in the Plan, the number of
Additional Shares to be issued or transferred to you will
be calculated in accordance with the following formula:
AS =
(PS x D)
Price
Where:
AS is the number of Additional Shares you will
receive (with fractional entitlements rounded
down to the nearest whole number).
PS is the number of your Participating Shares.
D is the net proceeds per Share from Restaurant
Brands (expressed in cents and fractions of cents,
including any supplementary dividends in respect
of Participating Shares payable to non-resident
Shareholders but excluding any imputation
credits and after deduction of any resident and
non-resident withholding (or other) taxes, if any)
of cash dividends payable or credited on that
Share which would otherwise have been payable
to you in cash if you had not elected to participate
in the Plan.
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Price the arithmetic average of the daily volume
weighted average sale price (rounded to the
nearest cent) of all Shares sold through a Normal
Trade on the NZX Main Board during a period of
not more than 10 trading days, as determined by
the Board, commencing two trading days after
the Record Date, or any other date as determined
by the Board (“Weighted Average Sale Price”),
less a discount (if any) as determined by the
Board in its sole discretion from time to time.
9.2 For the purposes of the definition of “Price” in
paragraph 9.1:
(a) A “Normal Trade” means all trades excluding
special trades such as special crossings, overseas
trades, option exercise trades and any other trade
determined by the Board in its discretion to not
be reflective of normal trading in Shares.
(b) If no sales of Shares occur during the period
determined by the Board for setting the price of
Shares, then the Weighted Average Sale Price will
be deemed to be the sale price for a Share on the
first price setting trade of Shares which takes
place after that period.
(c) The Weighted Average Sale Price may be
reasonably adjusted by Restaurant Brands to
allow for any bonus issue or dividend or other
distribution expectation. If, in the opinion of the
Board in its sole discretion, any exceptional or
unusual circumstances have artificially affected
the Weighted Average Sale Price, Restaurant
Brands may make such adjustment to that sale
price as it considers reasonable.
(d) The length of the period during which the price
for Shares is set, the first day of that period and
the discount, if any, in each case as determined
by the Board will be announced by Restaurant
Brands to NZX and ASX at the same time the
dividend is announced.
9.3 The determination of the price of the Additional Shares
by the Board, or by some other person nominated
by the Board, will be binding on you and all other
Participating Shareholders.
Restaurant Brands will keep any balance resulting from
fractional entitlements
9.4 Any net proceeds per Share, as described in the
definition of “D” in paragraph 9.1, which are not applied
to the issue or transfer of an Additional Share to you
because fractional entitlements to Additional Shares are
rounded down to the nearest whole number will be
retained by Restaurant Brands for its sole benefit and
will not be refunded or paid to you or held by
Restaurant Brands or the Registrar on your behalf.
10. Materially adverse information which is not
publicly available
Restaurant Brands will ensure that, at the time the price
for the Additional Shares is set under paragraph 9, it
will have no information that is not publicly available
that would, or would be likely to, have a material adverse
effect on the realisable price of the Shares if the
information was publicly available.
11. Compliance with laws, listing rules and
Constitution
11.1 The Plan will not operate in relation to a dividend to
the extent that the issue or transfer of Additional Shares
under the Plan would breach any applicable law, the
NZX Main Board Listing Rules, the ASX Listing Rules,
or the Constitution.
11.2 If for any reason Restaurant Brands cannot or does not
issue or transfer you Additional Shares under the Plan
in respect of a dividend, the relevant dividend on
Participating Shares will be paid or distributed to you
in the same manner as to Shareholders not participating
in the Plan.
12. Allotment of Additional Shares to you
Restaurant Brands will issue or transfer Additional
Shares to you
12.1 Restaurant Brands will, on the day that it would have
otherwise paid a relevant dividend to you, issue
or transfer to you the number of Additional Shares
calculated in accordance with paragraph 9.
Terms of issue and ranking of Additional Shares
12.2 Additional Shares issued or transferred to you and other
Participating Shareholders under the Plan will be issued
or transferred on the terms set out in the Plan, and
subject to the rights of termination, suspension and
modification set out in paragraph 15, will not be issued
on any other terms and will all be subject to the same
rights as each other.
12.3 Additional Shares will, from the date of issue or transfer
to you, have the same rights as and rank equally in all
respects with Additional Shares issued or transferred to
all other Participating Shareholders and with all other
Shares on issue as at that date.
13. Source of Additional Shares
Additional Shares may, at the Board’s discretion, be:
(a) new Shares issued by Restaurant Brands;
(b) existing Shares acquired by Restaurant Brands
or a nominee or agent of Restaurant Brands; or
(c) any combination of new Shares and existing
Shares.
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14. Restaurant Brands will provide you with
statements about your participation in
the Plan
If you elect to participate in the Plan, Restaurant Brands
or the Registrar will send to you, as soon as practicable
after each date on which Restaurant Brands pays a
dividend on Shares (other than a dividend where the Plan
does not operate in respect of your Participating Shares)
(“Payment Date”), a statement detailing:
(a) the number of Shares in your name on the Share
register on the relevant Record Date;
(b) the number of your Participating Shares on the
relevant Record Date;
(c) the amount of:
(i) your dividend reinvested in Additional Shares;
and
(ii) your dividend paid in cash on the Shares
which were not Participating Shares
(if applicable);
(d) the amount of any tax deduction or withholding
made;
(e) the number of Additional Shares issued or
transferred to you under the Plan on the Payment
Date and the price of those Additional Shares,
including the discount (if any), determined by
the Board under paragraph 9;
(f) the amount of any imputation or other taxation
credits; and
(g) such other matters required by law with respect
to dividends and/or the reinvestment of dividends
under the Plan.
15. Termination, suspension and modification
by Restaurant Brands
Termination or modification by Restaurant Brands
15.1 The Board may at any time in its sole discretion:
(a) terminate, suspend or modify the Plan. If the Plan
is modified, then a Participation Election will be
deemed to be a Participation Election under the
Plan as modified unless that Participation Election
is varied or withdrawn by you in accordance with
paragraph 16; or
(b) suspend the operation of the Plan so that it will
not apply in whole or part to any dividends or
distributions; or
(c) resolve that participation will not apply in whole
or part to any dividend and that the balance of
the dividend (as the case may be) will be paid
in cash; or
(d) resolve, in the event of the subdivision,
consolidation or reclassification of the Shares
into one or more new classes of Shares, that a
Participation Election will be deemed to be a
Participation Election in respect of the Shares as
subdivided, consolidated or reclassified unless
such Participation Election is subsequently varied
or withdrawn by you in accordance with
paragraph 16; or
(e) resolve that a Participation Election will cease
to be of any effect; or
(f) resolve that Additional Shares may be acquired
at a discount to the market price of Shares in
accordance with paragraph 9; or
(g) determine that the Plan may be underwritten on
such terms as agreed between Restaurant Brands
and an underwriter.
15.2 The Board and Restaurant Brands will not be liable
to you, and you will have no claim of any nature against
the Board or Restaurant Brands, for or in connection with
any action, decision or resolution under paragraph 15.1.
Restaurant Brands will provide notice of any
termination, suspension or modification
15.3 Subject to paragraph 15.4, notice of any termination or
suspension by Restaurant Brands under paragraph 15.1
will be given by way of an announcement to NZX and
ASX. Notice of any modification of the Plan under
paragraph 15.1 will be sent to all Participating
Shareholders.
When no notice required
15.4 Notwithstanding any provision in these Terms and
Conditions, Restaurant Brands may at any time, without
the need for any notice:
(a) modify the Plan to comply with the Constitution,
the NZX Main Board Listing Rules, the ASX Listing
Rules or any law; and
(b) make minor amendments to the Plan where such
amendments are of an administrative or
procedural nature.
16. Variation or termination by you
16.1 You may, at any time, by making a valid Participation
Election in accordance with paragraph 5:
(a) increase or decrease the number of Participating
Shares; or
(b) terminate your participation in the Plan.
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16.2 Such variation or termination will take effect from
the first Record Date after the Participation Election
is received by the Registrar. A properly completed
Participation Election will need to be received by the
Registrar prior to 5.00pm New Zealand time on the
relevant Record Date for the variation or termination
to be effective in respect of dividends payable in
relation to that Record Date.
17. Death of Participating Shareholder
If a Participating Shareholder dies, participation in
the Plan by that Shareholder will cease on receipt
by Restaurant Brands of a notice of death in a form
acceptable to Restaurant Brands. Death of one of
two or more joint Participating Shareholders will not
automatically terminate participation in the Plan.
18. Reduction or termination of participation
where no notice given
Dispositions where partial participation
18.1 If you elect to participate in the Plan in respect of some
but not all your Shares and you dispose of some of your
Shares then, unless you notify the Registrar otherwise
in writing:
(a) the Shares disposed of will be deemed to be
Shares which are not Participating Shares; and
(b) if the number of Shares disposed of is greater
than the number of your Shares which are not
Participating Shares, the balance will be attributed
to Participating Shares.
Partial dispositions where full participation
18.2 If you elect full participation in the Plan and you dispose
of part of your holding of Shares without giving the
Registrar written notice terminating your participation
in the Plan in accordance with paragraph 16.1(b), the
Plan will only apply in respect of the number of Shares
held by you on each relevant Record Date following
that disposal.
Dispositions of all Shares
18.3 If you dispose of all of your holding of Shares you will
be deemed to have terminated participation in the Plan
from the date Restaurant Brands registers a transfer
of those Shares.
19. Taxation
19.1 The statements below in relation to taxation reflect the
relevant New Zealand and Australian tax law as at the
date this Offer Document was prepared and, as such,
are subject to any change in New Zealand or Australian
taxation laws. It is intended as a general guide only and
is not an authoritative or complete statement of all
potential tax implications for each Shareholder.
Taxation is a complex area of law and the taxation
consequences for each Shareholder may differ
depending upon their particular circumstances.
Accordingly, you should consult your own tax adviser
as to the taxation implications of participating in
the Plan. Restaurant Brands does not accept any
responsibility for the financial or taxation effects of
your participation or non-participation in the Plan.
New Zealand Shareholders
19.2 For New Zealand tax purposes, a New Zealand resident
Participating Shareholder should be treated in the
same way as if the Participating Shareholder did
not participate in the Plan. This means that the
Participating Shareholder will derive a dividend of the
same amount that the Participating Shareholder would
have derived if the Participating Shareholder had not
participated (i.e. the Participating Shareholder will be
treated as receiving a dividend from Restaurant Brands
which is then applied to purchase or subscribe for
Additional Shares).
19.3 Accordingly, unless the New Zealand Shareholder
notifies Restaurant Brands that the Shareholder holds a
resident withholding tax (“RWT”) exemption certificate,
the dividend (including any attached imputation
credits) will be subject to RWT which may be deducted
at source by Restaurant Brands (and therefore reduces
the amount applied to purchase or subscribe for
Additional Shares). If Restaurant Brands deducts RWT
at source, as at the date of this Offer Document, RWT
will be deducted at the rate of 33% with an allowance
for any attached imputation credits. For example, RWT
will be deducted at the rate of 5% where a dividend
is fully imputed (reflecting company tax paid at the
28% rate).
19.4 The New Zealand Shareholder will need to return the
dividend (including any attached imputation credits
and before any RWT has been deducted) as assessable
income, which will be taxable to the New Zealand
Shareholder at the Shareholder’s personal marginal tax
rate. Any attached imputation credits or RWT deducted
will be creditable against New Zealand taxes payable.
Australian Shareholders
19.5 For Australian tax purposes, an Australian resident
Participating Shareholder should be treated in the same
way as if they had not participated. This means that the
Australian resident Participating Shareholder should
derive a dividend of the same amount that they would
have derived if they had not participated (i.e. the
Australian resident Participating Shareholder should be
treated as receiving a dividend from Restaurant Brands
which is then applied to purchase or subscribe for
Additional Shares).
16
Dividend Reinvestment Plan Offer Document
17
Restaurant Brands New Zealand Limited
19.6 For an Australian resident Participating Shareholder, the
gross dividend (including any withholding tax deducted
in New Zealand) should generally be assessable to the
Australian resident Participating Shareholder at its
respective tax rate. The Australian resident Participating
Shareholder may be entitled to a foreign income tax
offset for any withholding tax deducted in New Zealand.
19.7 Where a dividend is paid to an Australian resident
Participating Shareholder it will be subject to
New Zealand non-resident withholding tax (“NRWT”)
which is deducted at source by Restaurant Brands
(and therefore reduces the amount applied to purchase
or subscribe for Additional Shares). As at the date of
this Offer Document, NRWT will generally be deducted
at the rate of 15%. However, where the dividend is fully
imputed and the Australian Shareholder holds less than
10% of the shares and voting interests in Restaurant
Brands, the impact of NRWT may effectively be negated
by Restaurant Brands paying the Australian resident
Participating Shareholder a supplementary dividend in
addition to the dividend paid to all shareholders.
19.8 To the extent the Australian Shareholder has a direct
voting interest in Restaurant Brands of 10% or more and
the dividend is fully imputed, the rate of NRWT will be 0%.
19.9 The Australian tax implications of the future sale of
Additional Shares acquired by an Australian resident
Participating Shareholder will depend on the particular
circumstances of that Shareholder. For Australian
capital gains tax purposes, the cost base of the
Additional Shares should include the amount of the
dividend (and any supplementary dividend) applied
to acquire the Additional Shares.
19.10 The Australian and New Zealand tax consequences
for an Australian resident company Participating
Shareholder holding 10% or more of the shares in
Restaurant Brands may differ to the consequences
described above.
Other non-resident Shareholders
19.11 Where the dividend is paid to non-New Zealand
resident Shareholders, it will be subject to NRWT which
is deducted at source by Restaurant Brands (and
therefore reduces the amount applied to purchase
or subscribe for Additional Shares).
19.12 The rate at which NRWT is imposed will depend on the
extent to which imputation credits are attached to a
dividend and whether the Shareholder is tax resident
in a country which has entered into a tax treaty with
New Zealand. As at the date of this Offer Document,
generally, NRWT is deducted at the rate of:
(a) 15%, or 0% if the tax rate applicable after applying
any relevant tax treaty would be less than 15%,
to the extent that a dividend is fully imputed; or
(b) 30%, or the tax rate applicable after applying any
relevant tax treaty, to the extent that a dividend
is not fully imputed.
19.13 Depending on the extent to which a dividend is
imputed, the impact of NRWT may effectively be
mitigated by Restaurant Brands paying a supplementary
dividend in addition to the dividend paid to all
Shareholders.
19.14 To the extent the non-New Zealand resident
Shareholder has a direct voting interest in
Restaurant Brands of 10% or more and the dividend
is fully imputed, the rate of NRWT will be 0%.
20. Costs
There are no charges for participation in or withdrawal
from the Plan. No brokerage or commission costs
will be incurred in respect of the acquisition of
Additional Shares.
21. Stock exchange quotation
Restaurant Brands will apply for quotation of the
Additional Shares which may be issued under the Plan
on the NZX Main Board and the official list of ASX. It is
expected that such Additional Shares will be quoted
on the NZX Main Board and ASX on the completion of
allotment procedures. However, neither NZX nor ASX
accept any responsibility for any statement in this
Offer Document.
22. Governing law
This Offer Document, the Plan, and its operation, will
be governed by the laws of New Zealand. By electing
to participate in the Plan you submit to the exclusive
jurisdiction of the Courts of New Zealand.
23. Other information
You may obtain from Restaurant Brands, free of charge,
Restaurant Brands’ most recent annual report and
financial statements (including the auditor’s report on
those financial statements) by contacting Restaurant
Brands at the address set out in the Directory, or by
electronic means from Restaurant Brands’ website:
www.restaurantbrands.co.nz.
18
Dividend Reinvestment Plan Offer Document
19
Restaurant Brands New Zealand Limited
GLOSSARYDIRECTORY
“Additional Shares” means the additional Shares to be issued
or transferred to Participating Shareholders under the Plan.
“ASIC” means the Australian Securities and Investments
Commission.
“ASX” means the Australian Securities Exchange.
“ASX Listing Rules” means the listing rules of ASX.
“Board” means the board of directors of Restaurant Brands.
“Constitution” means the constitution of Restaurant Brands.
“NZX” means NZX Limited.
“NZX Main Board” means the main board equity security
market operated by NZX.
“NZX Main Board Listing Rules” means the Main Board listing
rules of NZX.
“Offer Document” means this document which sets out the
Terms and Conditions of the Plan.
“Participating Shareholder” means a Shareholder who has
validly elected to participate in the Plan.
“Participating Shares” means the Shares held by a
Participating Shareholder (registered in the Participating
Shareholder’s name on the Share register) in respect of
which the Participating Shareholder has validly elected to
participate in the Plan.
“Participation Form” means the participation form to elect
to participate in the Plan.
“Plan” means Restaurant Brands’ Dividend Reinvestment Plan
on the Terms and Conditions set out in this Offer Document,
as amended from time to time.
“Record Date” means 5.00pm New Zealand time on the date
fixed by Restaurant Brands for determining entitlements to
a dividend.
“Registrar” means Computershare Investor Services Limited.
“Restaurant Brands” means Restaurant Brands New Zealand
Limited.
“Shareholder” means a holder of one or more Shares from
time to time.
“Shares” means fully paid ordinary shares in
Restaurant Brands.
Restaurant Brands New Zealand Limited
Level 3, Building 7, Central Park
666 Great South Road
Penrose
Auckland
New Zealand
or
PO Box 22 749
Otahuhu
Auckland
New Zealand
Website: www.restaurantbrands.co.nz
Registrar
Computershare Investor Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
New Zealand
or
Private Bag 92119
Auckland 1142
New Zealand
Telephone: +64 9 488 8777
Facsimile: +64 9 488 8787
Website: www.investorcentre.com/nz
New Zealand legal advisers
Harmos Horton Lusk Limited
Level 37, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
Australian legal advisers
Corrs Chambers Westgarth
Level 17
8 Chifley
8-12 Chifley Square
Sydney NSW 2000
Australia
20
Dividend Reinvestment Plan Offer Document
21
Restaurant Brands New Zealand Limited
Dividend Reinvestment Plan Offer Document
23
PARTICIPATION FORM
Restaurant Brands New Zealand Limited – Dividend Reinvestment Plan
Do not complete this form if you wish to continue to receive in cash any dividends declared in respect of all of your Shares
in Restaurant Brands New Zealand Limited (“Restaurant Brands”).
Restaurant Brands has a Dividend Reinvestment Plan (the “Plan”). Full details of the Plan are set out in the Offer Document dated
17 October 2017. Capitalised terms not defined in this Participation Form have the meaning given to those terms in the Glossary of the
Offer Document. If you wish to reinvest all or part of your Restaurant Brands dividends under the Plan, complete and return this form in the
enclosed reply-paid envelope or email the completed form to drp@computershare.co.nz.
Alternatively, you may make your Participation Election, or vary an existing Participation Election online by visiting www.investorcentre.com/nz.
Name(s):
Address:
CSN/Holder Number: Daytime phone: ( )
In terms of Restaurant Brands’ Dividend Reinvestment Plan, I/we wish to participate in the Plan and request: (Choose one option only)
a) Full participation in the Plan for all my Shares I may hold from time to time
OR
b) Partial participation in the Plan, for the number of Shares stated. Please specify number of Shares:
Joint holders must each sign. Companies must execute by an authorised officer or attorney. If signed by an attorney, a certificate of non-revocation
must accompany this form, and the relevant authority must either have been provided previously to the Registrar or accompany this form.
I/We acknowledge that I/we have received and read a copy of the Offer Document. I/We agree to be bound by the terms and conditions of the
Restaurant Brands Dividend Reinvestment Plan set out in the Offer Document dated 17 October 2017 and this form. I/We hereby direct that the
net proceeds of all cash dividends I am/we are entitled to be paid or credited in respect of my/our Participating Shares be applied towards the
purchase of Additional Shares in accordance with the Plan.
Signature of Shareholder(s):
Date: / /
Date: / /
Date: / /
Participation will commence on the first Record Date after receipt by the Registrar of this Participation Form, correctly completed.
Participation will continue to apply until varied or terminated by submitting another Participation Form (available from the Registrar upon
request or on Restaurant Brands’ website, www.restaurantbrands.co.nz), in accordance with the terms and conditions of the Plan or until
the Plan is terminated or suspended by Restaurant Brands.
This form may be returned at any time to the Registrar by one of the methods below:
By email to: drp@computershare.co.nz
By post to: Computershare Investor Services
Private Bag 92119
Auckland 1142
PARTICIPATION FORM
Restaurant Brands New Zealand Limited
Dividend Reinvestment Plan
RESTAURANT BRANDS
NEW ZEALAND LIMITED
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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